Annual report pursuant to Section 13 and 15(d)

Financial Instruments

v2.4.0.6
Financial Instruments
12 Months Ended
Dec. 31, 2011
Financial Instruments [Abstract]  
Financial Instruments Disclosure [Text Block]
FINANCIAL INSTRUMENTS
 
We have entered into certain derivative instruments to hedge the exposure to variability in expected future cash flows attributable to the future sale of our LNG inventory ("LNG Inventory Derivatives"), and to hedge the price risk attributable to future purchases of natural gas to be utilized as fuel to operate the Sabine Pass LNG terminal ("Fuel Derivatives"). Changes in the fair value of our derivatives instruments are reported in earnings because we have not elected to designate these derivative instruments as a hedging instrument that is required to qualify for cash flow hedge accounting. The estimated fair value of financial instruments is the amount at which the instrument could be exchanged currently between willing parties.
 
The fair value of our derivative instruments are based on inputs that are quoted prices in active markets for similar assets or liabilities, resulting in Level 2 categorization of such measurements. The following table sets forth, by level within the fair value hierarchy, the fair value of our derivative instruments assets and liabilities at December 31, 2011 (in thousands): 
 
 
Quoted Prices in Active Markets  for Identical Instruments
(Level 1)
 
Significant Other
Observable Inputs
(Level 2)
 
Significant
Unobservable Inputs
(Level 3)
 
Total Carrying
Value
LNG Inventory Derivatives asset (1)
 
$

 
$
1,951

 
$

 
$
1,951

Fuel Derivatives liability (2)
 

 
1,415

 

 
1,415

 
 
 
 
 
 
(1)
LNG Inventory Derivatives asset is classified as other current assets on our Consolidated Balance Sheets. Changes in the fair value of LNG Inventory Derivatives are recorded in marketing and trading revenues on our Consolidated Statements of Operations. We recorded marketing and trading revenues of $2.5 million, $2.3 million and $8.6 million related to LNG Inventory Derivatives in the years ended December 31, 2011, 2010 and 2009, respectively.
(2)
Fuel Derivatives liability is classified as other current liabilities on our Consolidated Balance Sheets. Changes in the fair value of Fuel Derivatives are classified as derivative gain (loss) on our Consolidated Statements of Operations. We recorded derivative loss of $2.3 million and derivative gain of $0.5 million and $5.3 million in the years ended December 31, 2011, 2010 and 2009, respectively.
 
The estimated fair value of financial instruments, including those financial instruments for which the fair value option was not elected are set forth in the table below. The carrying amounts reported on our Consolidated Balance Sheets for cash and cash equivalents, restricted cash and cash equivalents, accounts receivable, interest receivable, and accounts payable approximate fair value due to their short-term nature.
 
Financial Instruments (in thousands):
 
 
December 31, 2011
 
December 31, 2010
 
 
Carrying
Amount
 
Estimated
Fair Value
 
Carrying
Amount
 
Estimated
Fair Value
2013 Notes (1)
 
$
550,000

 
$
555,500

 
$
550,000

 
$
541,750

2016 Notes, net of discount (1)
 
1,642,418

 
1,650,630

 
1,637,723

 
1,523,082

Convertible Senior Unsecured Notes, net of discount (2)
 
194,724

 
186,740

 
179,129

 
131,660

2007 Term Loan (3)
 
298,000

 
292,728

 
298,000

 
297,464

2008 Loans (4)
 
282,293

 
282,293

 
262,657

 
262,657

 
(1)
The estimated fair value of the Senior Notes, net of discount, was based on quotations obtained from broker-dealers who make markets in these and similar instruments.
(2)
The estimated fair value of our Convertible Senior Unsecured Notes was based on the closing trading prices on December 31, 2011 and 2010, as applicable.
(3)
The 2007 Term Loan is closely held by few holders, and purchases and sales are infrequent and are conducted on a bilateral basis without price discovery by us.  This loan is not rated and has unique covenants and collateral packages such that comparisons to other instruments would be imprecise. Nonetheless, we have provided an estimate of the fair value of this loan as of December 31, 2011 and 2010 based on an index of the yield to maturity of CCC rated debt of other companies in the energy sector, resulting in Level 3 categorization.
(4)
In December 2010, the 2008 Loans were amended to, among other things: eliminate the "put rights" which had allowed the lenders to demand repayment of the 2008 Loans on the third, fifth, and seventh anniversaries thereof; allow for the early prepayment of the 2008 Loans; allow Cheniere for a limited period to sell Cheniere Partners common units held as collateral and prepay the 2008 Loans with the proceeds; and release restrictions on prepayments of other indebtedness at Cheniere as certain conditions are met. In addition, 96.6% of the lenders agreed to terminate their rights to exchange the 2008 Loans for Series B Preferred Stock of Cheniere. Pursuant to an amendment to the 2008 Loans adopted in September 2011, the outstanding principal amount of the 2008 Loans held by Scorpion is exchangeable for shares of Cheniere common stock at a price of $5.00 per share. The estimated fair value of the 2008 Loans as of December 31, 2011 and 2010 was determined to be the same as the carrying amount due to our ability to call the debt (other than the debt held by Scorpion) at anytime without penalty or a make-whole payment for an early redemption.